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Performance Share Programme 2013

Performance Share Programme 2013

In order to implement the 2013 Performance-Related Share Programme, the Board of Directors estimates that a total of 66,000 shares will be required, of which 55,000 will be transferred to participants in the programme and 11,000 will be used to cover the costs of the programme, mainly in the form of social security contributions. As exchange rate fluctuations can affect the number of shares required, the Board proposes that up to 80,000 class B shares may be acquired and transferred to employees within the ÅF Group, and that in addition it shall be possible to transfer a portion of the total number of these shares on the NASDAQ OMX Stockholm exchange to cover social security contributions and other costs.

Approximately 35 employees in key positions will be offered the opportunity to participate in the 2013 Share Performance Programme, PSP 2013. Employees who participate in PSP 2013 may, during the 12-month period from the implementation of the programme, save an amount equivalent to a maximum of 5 percent of their gross salary for the purchase of the company’s class B shares on the NASDAQ OMX Stockholm exchange. If the employee retains the shares purchased for three years from the date of the investment and if the employee has been continuously employed by the ÅF Group during the entire three-year period, the employee will be entitled to the corresponding number of class B shares, free of consideration. In addition to this direct matching as described above, the abovementioned key employees will be offered performance-matching of up to five shares for each share so purchased.

The conditions for performance matching are that the mean annual increase in earnings per share for the ÅF share during the period 1 July 2013 up to and including 30 June 2016 shall be at least 5 percent. The base value for the calculation of the increase in EPS is constituted from the EPS values for the third and fourth quarter of 2013 and the first and second quarter of 2013. The maximum number of performance-matched shares (i.e. up to five shares) will be vested if the mean annual increase in EPS is equal to or in excess of 15 percent. No vesting of performance-matched shares will be made if the mean annual increase in EPS is less than 5 percent. Matching of shares in the event of a mean annual increase in EPS between 5 and 15 percent will be made on a straight-line basis.

Costs

The overall effect on the income statement is estimated to total approximately SEK 12 million, unevenly divided over the years 2013–2016. These costs shall be seen in relation to total personnel costs for ÅF, which in 2011 amounted to SEK 3,250 million including social security contributions. These calculations are based on the assumption that the shares made available under the terms of PSP 2013 will be fully subscribed.